Five Ways Zennith Didn't Return
by Cybra
Summary: After he ignored her warnings in order to pursue dangerous scientific knowledge, Zennith left Azmuth and never returned. However, in five different timelines, she came back for varying reasons. (Series of one-shots.)
1. Weeping

Five Ways Zennith Didn't Return  
>By Cybra<p>

**A/N:** I actually think that, despite her brief appearance, Zennith is a strong female character in that while she doesn't go out and kick butt, she not only stood up to Azmuth when she thought he was wrong but also totally cut him off when it was clear that staying in contact with him would mean enabling his dangerous ideas after he refused to listen to reason. I'd love to see her show up in the franchise again at some point. This was intended to be a series of quick drabbles, but…well…my brain had other ideas. So here is the start of five ways Zennith didn't walk back into Azmuth's life.

**Disclaimer:** _Ben 10_ belongs to Cartoon Network.

**I. Weeping**

Zennith had never intended to go back to the lab where she'd worked alongside the being she'd expected to become her mate for life. Still, she'd discovered she'd left some of her notes behind by mistake, and she wasn't about to send some stranger to go invade the space that had once been hers and Azmuth's just because she was too afraid of bumping into him again. True, it was very possible that she'd be unwelcome considering how she'd left, but running away wouldn't solve anything. She still needed those notes. Besides, as hard as it had been to cut off all contact with her ex, it might be a little easier to do it again, especially if he reacted badly to her return.

Upon entering the lab that had been her home for what felt like ages, she paused, shocked, at the destruction around her. Working lights were few and far between, casting sinister shadows over the place she'd once considered welcoming, even cozy. As she continued making her way to the main lab area, her keen eye noted that nothing appeared to have been stolen. Rather, it looked more like a madman had made his way through the corridors with a single goal in mind: destroy everything in sight.

Abandoning her original quest, Zennith hurried through darkened hallways, a spike of worry for her former boyfriend piercing through her. She'd heard of the fate of the Incursean homeworld and suspected she knew what it was that caused such a tragedy, but part of her sincerely hoped she was wrong. If she wasn't, then—

There he was: on his knees beside her untouched subatomic viewer (a device she cursed ever building as a gift for him), face buried in his hands, weeping.

"Oh, _Azmuth…"_

She was by his side in seconds even though he seemed to shrivel at being so close to her.

"Don't touch me, Zennith," he hoarsely whispered.

"I have to. At the very least, I need to treat your hands."

After all, they were swollen in places, cut and bleeding sluggishly. Electrical burns decorated the skin. It didn't take much to realize the cause:

Azmuth himself was the madman who'd destroyed so much of what had been their home.

"Don't touch me!" he croaked out, curling more into himself.

"Okay, I won't," she cooed softly as if soothing a wounded animal. She'd never seen Azmuth in such a state before, and it worried her.

Despite his terrible creation, the Galvan who'd won her heart and then taken so long to realize he'd done so (really, for all his brilliance he was so _naïve_ when it came to interacting with others) was a kind and gentle soul. To have the deaths of millions now weighing heavily on him along with the grim knowledge that he would've been responsible for the extinction of an entire race if the Incurseans hadn't been spacefaring…

Well, little wonder he was so broken.

She reached out, hand hovering over his back, heart sinking when he hastily scooted away from her.

"Please…Please don't…" he whispered, tears pouring from reddened eyes. "Just go."

"I can't just walk away from you when you're like this," she told him sternly. "Who knows what you'll do?"

"I won't hurt anybody else. I won't _build_ anything else. I promise. Just…just _go away."_

He bowed his head, not wanting to look at her.

Or…was it more that he didn't want _her_ to look at _him?_

Regardless, hearing him say he'd stop creating things, knowing that he'd likely stop even investigating the universe he looked at in ways she could only glimpse at with his help…Zennith swallowed, horrified.

"_Zennith, take a look at this!"_

"_Remarkable! Zennith, have you ever seen anything like it?"_

"_What do you think, Zennith? I think it could stand some improvements, but it's not bad for a prototype if I do say so myself."_

Most Galvans saw her former boyfriend as someone to be respected, and he could act so reserved around them as a result. She'd known from the moment she'd first caught a flash of that enthusiasm for discovering the universe's wonders and building devices that she had to see more. Azmuth's spark was a raging fire that couldn't be quenched, drawing her in with its warmth and the way it illuminated everything around her in ways she'd never seen before. To see secondhand the things he _always_ saw had been a privilege and a joy, especially once she figured out that he'd found such happiness in someone _finally_ trying to reach through the barrier that separated him from the rest of his species, glad that she tried to see the world as he saw it even if she never totally succeeded. To be the one to bank that fire and keep it from burning itself out had been a small price to pay.

Now, however, all that was left were the last fading wisps of smoke.

She moved closer to him again, sitting down as close to him as he'd let her…which admittedly wasn't very close. (Did he think that if he touched her that she would crumble to dust, too?) "Let me see your hands."

He pulled his knees up to his chest, cradling his hands close to his body as he cringed away from her.

"Give me your hands," she ordered him firmly.

There was a moment's hesitation before he obliged her demand, giving her a full view of the physical damage he'd inflicted on himself. Pus oozed from a few of the burns and some of those cuts certainly looked infected.

Before he could stop her, her hand snapped out to touch his cheek, and it took some self-control not to recoil from the heat there.

"How long have you been sitting here in the dark like this?" she demanded.

Silence. His lack of an answer told her much more than words ever could.

"…Let's get these treated. You should know better than to let them get this bad," she scolded gently. She stood up and tugged on his arm. "Come on."

Likely realizing that she wasn't going to just go away, Azmuth stood up and followed her obediently, head down and not saying a word.

It deeply disturbed her to see him so compliant.

However, the infected burns and cuts would have to take precedence over the depression for the moment. There would be time later to dig through the ashes and hopefully find an ember still struggling to breathe.

Finding out that her areas of the lab had been left undisturbed was humbling in that no matter how bad the madness that had driven him to decimate what had once been their shared space, he'd still kept what was hers intact. Even better, the medical kit she'd kept in her private bathroom was still there where she'd left it.

She sat him down on the edge of her stripped bed, removing the disinfectant, ointment, and bandages from the kit. He flinched at how she squeezed out the last of the pus into an empty container and applied the disinfectant. Clearly, he could still feel pain in his hands, a good sign for them. She'd been afraid he might've suffered nerve damage on top of everything else.

"Remember when you first made this?" she asked when she started massaging the ointment into his hands. When he didn't respond, she prompted, "I startled you when you were trying to come up with a birthday present for me. I can't remember _what_ you were making originally..."

"Hand cream," he mumbled. "The fumes from the chemicals you were working with at the time were causing your skin to crack and bleed. I wanted to make something that would heal the damage quickly and accidentally added too much of the healing agents so it was too strong for everyday usage."

She smiled encouragingly as she scooped a little more out of the jar and started working it into his skin and injuries. "That's right. You were so excited with the outcome though so mad at yourself for being jumpy. I couldn't stop laughing at how you kept going back and forth between the two."

A smile flickered across his lips momentarily before he closed his eyes and lowered his head that much more, the faint smile gone almost as soon as it'd appeared.

She finished rubbing the ointment in before winding bandages around his hands, careful to wrap each finger individually so he could still use them if he chose to.

Judging from the way he stared blankly at his hands once she'd finished, it'd be a long time before he'd hold a tool again. If ever.

No, she refused to believe that he would never share his gifts with the universe again. He'd made a grievous error, yes, but he'd had the best of intentions. She wouldn't allow him to quit just because of one (admittedly colossal) failure.

"I'm thinking about setting up a lab," she said, grabbing a cooling pack and squeezing it to activate the gel inside. She held it to his feverish cheek. "I could use some help if you're interested."

His fingers twitched at the idea though he tightly gripped one hand with the other to keep them occupied. (Still, she'd seen it, and the movement gave her hope since those hands were meant to create, not destroy.) "I don't think that would be a good idea."

"Just take some time to think about it," she told him gently. "For now, get some rest, let your body heal."

He leaned forward to lay his head on her shoulder, utterly defeated. Still disturbing behavior, but she'd put up with it for now. Instead of voicing her worries aloud, she simply held the cold pack to the back of his neck while she used her free arm to hold him close.

"I have you," she murmured. "I'm not going anywhere. We can fix this."

The wetness on the back of her robes and the choked sobs that shook her ex's too-thin frame prompted her to mutely plead with the universe that the last was a promise she could make good on.


	2. Assistant

Five Ways Zennith Didn't Return  
>By Cybra<p>

**A/N:** I wrote all five of these almost all at the same time. I figured that way I can release each chapter individually after I'd edited them. This one was supposed to go out last week, but real life got in the way. I'll post up the third installment later this week most likely.

**Disclaimer:** _Ben 10_ belongs to Cartoon Network

**II. Assistant**

"Almost done," Azmuth murmured to himself, exhausted yet pleased. He patted the device he'd been working on tirelessly for centuries, the touch affectionate. "Just a little more."

He didn't know when he'd started talking to himself in the lab. The days and nights had long since blurred together into one unending span of time. He ate and slept when he remembered to, but often times that was only when his body could take no more of the abuse and forced him to walk away from his work…assuming he didn't simply pass out where he stood. His entire being, both heart and soul, was being poured into his greatest invention, his apology to the universe:

The Omnitrix.

Now, after so long, it was nearly complete. It was the ultimate device of universal understanding, capable of allowing the wearer to literally walk in another being's shoes. Soon it would be sent out to adorn the greatest Plumber in the Milky Way's wrist and help create and keep peace. Then Azmuth would fade from the universe's memory at large, satisfied that he'd finally done _something_ right.

The computer started beeping insistently, and the Galvan gazed wearily in its direction. With a sigh, he abandoned his beloved creation and walked towards the screen, tapping the controls.

Oh, another applicant.

Some weeks back, he'd put out a rather quiet ad for an assistant. He needed all his focus on the Omnitrix, but there were things he needed to get done around the lab. Most importantly, the light absorption technology he intended to use to shield Xenon from the rest of the universe once the Omnitrix was completed wasn't finished. As soon as his device became public, he didn't need or want other beings beating down his door, desiring only to be left alone.

There had been an aptitude test with the advertisement to help narrow down the field. Apparently, someone had managed to pass. Actually, they did better than pass: They'd aced his little test even with him throwing in purposely intimidating and extra difficult problems.

Without bothering to look at the applicant's name, he sent a reply with the coordinates to Xenon, a simple "You're hired" message. Really, someone that intelligent wasn't going to take a mere assistant's job as a general rule. Best to grab them before they changed their mind.

Weakened by hunger and exhaustion generated by self-neglect through distraction, Azmuth retreated to the room he reserved as his sleeping area. It also housed his biosuit which he ensured would be fully charged for when his new assistant would arrive. Nobody had seen his true face in hundreds of years. He wasn't about to let anyone know it now. As an added precaution, he'd move the Omnitrix into another section of the lab to finish up the more delicate adjustments so he could exit the biosuit without risking exposure.

The meager meal he ate was just enough to quiet his stomach's protests so he could lie down. He'd eat more when he woke up. Turning out the lights, he climbed onto his little cot, wrapping the blanket tightly around himself. He was asleep within seconds, relieved that all that met him when he shut his eyes was empty blackness.

* * *

><p>Seeing <em>her<em> standing there, Azmuth nearly swallowed his tongue.

Of course, it was easy to keep his composure when in a biosuit. The faceless piece of machinery couldn't give away his expression. As long as his hands were off the controls, it didn't move, so no shuddering or stiffening could reveal his thoughts and emotions.

Which was a good thing because right now both were a total jumble as if they couldn't decide on what he should think or feel.

Zennith, however, looked calm and confident. Then again, she had no idea who was _really_ standing before her.

Taking a deep breath to steady himself, he asked, "You'll have to stay here for the entirety of the project. Do you understand?"

He thanked whatever higher beings might be out there that he'd long ago installed a voice changer into the biosuit. She wouldn't be able to recognize him by simply talking to him.

"I do."

"Anything you see or work on here must be kept in absolute secrecy. You won't be allowed to contact anyone for the duration unless pre-approved by me."

"Of course," she said.

"All your transmissions will be closely monitored to ensure that you don't reveal anything about the work we do here."

"That's fine."

"Meals will be taken separately, and I won't socialize with you. We're here to work. Once I run out of tasks for you, you'll leave this planet immediately and never return."

"Very well."

He lifted his hands off the controls for a moment to drag his sweaty palms down his face. Her persistence was something he'd long-admired her for (one of many things actually), but why did she have to make this so _difficult?_ He was _trying_ to get her to leave by putting so many restrictions on her that it'd be unbearable to stay, yet for all her reactions to them, they were nothing more than minor nuisances to her at best.

Even worse, he'd run out of ideas on what else he could use to limit her freedom.

Well, perhaps it'd just take time. He'd planned to spend any and all time around his assistant in the biosuit after all. He'd stick to the plan and wait her out. Should take a few weeks at worst. No problem.

"Bring your things inside," he told her in as dismissive a tone as he could muster. "I'll show you where you'll be staying."

* * *

><p>Zennith had forgotten about him.<p>

He'd slipped up when addressing her as he gave her yet another list of tasks. Fortunately, he hadn't called her "my love" which had been the old standby, but he'd come close. He'd managed to change it to "my assistant" before he could start on the second word. However, nothing could stop the old tenderness creeping into his voice.

She hadn't reacted at all.

Perhaps she had someone else now, someone more inclined to listen to her when she knew something they were working on was wrong, someone who made her much happier than he ever had. In the process, she blotted him out of her mind like a phantom from a bad dream.

Despite not having eaten for a while, he hadn't felt in the least bit hungry when he'd flopped down on his cot in exhaustion. The shredding of his heart had drowned out the gnawing hunger in his belly.

Of course she'd moved on, Azmuth told himself as he toiled away in the blocked-off section of the lab reserved for the Omnitrix. It had been centuries. A thousand years _at least._ True, it was doubtful that she'd found somebody as smart as him, but if that person would make her happy, he could live with that.

Even if whenever she spoke his name, it was in a tone she'd use if she was speaking the name of an acquaintance.

Really, how many times could a heart break before it finally stopped beating?

Free from the confines of his biosuit, Azmuth leaned against his creation as he took steadying breaths to try and get that portion of his mind to just _shut up_ so he could focus properly.

To add further insult to injury, a chime came from the communicator in his pocket.

Summoning up as gruff and rude of a tone as he could muster when all he really wanted to do was crawl into a hole and die, he barked into it, knowing that she'd hear the voice he normally used in the biosuit, "What is it?!"

"I finished the calculations on the light-absorption system."

"Then test the system," he hissed, hating himself for being so deliberately nasty to her. (Sweet, perfect Zennith deserved so much better. Why didn't she just quit?) "I hired you because you seemed intelligent enough. I shouldn't have to give you orders for each little thing."

"I already have. Everything is working perfectly."

"What about the DNA samples I had you collect?"

"Completed and catalogued."

"Fine. You can go. Your payment will be in your account shortly."

Silence from the other end.

He waited several minutes to see if she would say something or just hang up until he could take it no longer. "Well, aren't you going to go?"

"I was hoping we could talk before I do."

"I don't socialize with you. Did you forget that?"

"_Please."_

Azmuth swallowed. He had to be firm. Nothing good would come of this.

Yet how could he deny her this time when her tone was so insistent and begging?

"Fine. We'll talk. _Briefly."_

He climbed into the biosuit and exited out into the main part of the lab.

Zennith gave him a sad smile. "I was hoping to see your face this time."

"This is more than generous," he snapped.

"I missed seeing your face, Azmuth," she said as if he hadn't spoken. "I'd like to at least hear your real voice again, too."

Little moments flashed through his brain of the times he'd wake up with the sense that he hadn't been entirely alone during however long he was out or he'd have an extra blanket that he didn't remember fetching for himself. It hit him that while he had a locking system on the section of the lab housing the Omnitrix, he'd forgotten to do the same for his own quarters.

The jig had been up for a long, long time.

He opened up the biosuit and climbed out, standing a foot or two away from her.

She smiled at him. "There's the Azmuth I know."

"How did you know?" he asked.

"For one thing 'Azmuth' isn't the most common name in the galaxy," she teased. "But I knew before you told me your name. Back when I took the aptitude test."

He couldn't help tilting his head to one side, confused.

"Do you remember question ten?"

Of course he did. He'd thrown in a complicated-looking puzzle with a very simple solution for it. Something that Zennith had given him when they'd tease and test one another…

_Oh._

"When you told me your name, it just confirmed it," she continued. "Would've been too much of a coincidence."

He stared down at his feet before closing his eyes and converting it to a bow. "I'm sorry. For everything."

His eyes shot back open when, to his surprise, she wrapped her arms around him and hugged him tight.

"It's okay," she told him softly.

Slowly, cautiously, he returned the hug, closing his eyes and allowing his personal walls to melt in her embrace. He breathed deeply, taking in a fresh sample of her scent and committing it to memory.

"I don't know if we can go back to being what we were before," she admitted, "but I want to be friends and colleagues again if you'll let me."

His heart broke that much more, but he somehow managed to smile and nod. If he could be close to her again, he could be satisfied with that. "Of course."

"Just do me a favor and lift some of the restrictions. I've been going crazy these past few months."

He snickered. "I noticed."

Really, her progress reports were peppered with odd phrasing of where she'd obviously deleted insults and curses in his direction.

She pulled away from him, eyes sparkling. "Now I want to see it."

"See what?" he asked, all innocence that she clearly didn't buy for a moment.

"The project you've been working on. I want to see it."

Part of him wondered if she wanted to see because of what a disaster the sword had been and she was making sure he wasn't repeating old mistakes. Though perhaps that wasn't a bad thing. He'd been so focused on the good things manipulating the fundamental forces could accomplish that he'd been blind to the negative consequences and hadn't thought things through. She could point out the same flaws in his Omnitrix.

So he took her to it and explained what his device did with as neutral a tone as he could manage while she marveled.

"Azmuth, this is _incredible!_ The diplomatic uses alone would be…they're indescribable!" she told him. "To spend time and experience life as another species would increase universal understanding exponentially!"

His cracked and battered heart soared at her enthusiasm.

"But, you know, it can also be used as—"

"Stealth and reconnaissance, possibly even assassination," he said, nodding his head in understanding. "I know. That's why it'll go to a Plumber as a tool to help keep the peace."

"Allowing the user to shape its purpose in the eyes of the galaxy," she said, nodding her approval. "There'll still be those who will try to misuse it, but it'll be first and foremost for peace. Giving it to a Plumber means that the Plumbers will learn how to identify someone using a similar device." She smiled. "You _have_ learned."

"I wish it didn't take so many deaths, but, yes, I have," he told her.

And then she asked what he'd secretly been hoping she'd ask, the question she'd asked on a previous project that had led to them working together and even falling in love long before the sword tore them apart:

"What can I do to help?"


	3. Secrets

Five Ways Zennith Didn't Return  
><span>By Cybra

**A/N:** We've officially reached the halfway point! This is how things could've gone in _Secret of the Omnitrix_ if Zennith had been part of the group tracking down Azmuth.

**Disclaimer:** _Ben 10_ belongs to Cartoon Network. Some of the dialogue comes directly from _Secret of the Omnitrix_.

**III. Secrets**

Facing the door of the lab where Azmuth the creator was holed up, Ben's entire being was focused on a single goal:

Break down the door and break the creator's _face_ if it'd make him stop the self-destruct countdown.

His first attempt as Cannonbolt didn't work, ending up being repelled by some sort of electrical field that shocked him the moment he struck the doors and sending him flying backwards some feet away. The second had the same result. However, he refused to give up, shouting, "I've come too far! I've lost too much to be stopped now!"

He launched himself at the door again. He wouldn't stop trying. It didn't matter how long it took. The door was going to go down if Ben had anything to say about it.

Perhaps it was because of that focus and determination that he managed to break down the door on that third try.

Tetrax and Myaxx entered in behind him. On Myaxx's shoulder was the Galvan female who'd insisted on joining them for reasons she wouldn't explain, demanding Tetrax allow her to accompany him just before he originally left for Earth.

Not that Ben was paying any mind to the trio behind him, deliberately ignoring Myaxx's "Remind me not to get that kid mad."

Eyes falling on the creator for the first time face-to-face, Ben ordered, "You _are_ gonna turn this thing off!"

"You think you're a hero, but you're a fool: You've only sped up the countdown! Because of you the universe has even _less_ time!" the creator snapped, back turned to Ben.

Enraged, the Omnitrix's wielder shouted, "If the universe is going down anyway, I'm gonna have the pleasure of kicking _your_ butt first!"

He launched himself at the armored being. It was probably going to be a drawn-out fight. After all, this was the creator of the Omnitrix, a nearly-indestructible watch and the greatest weapon in the universe. Very likely, Azmuth had several tricks up his sleeve.

Much to Ben's surprise, it took only one solid hit to the face.

The creator had turned around to face him when he'd slammed into the armor-covered head. The armor immediately began sparking as the creator fell to the floor, back against the lab table he'd been standing over when Ben had smashed his way through.

The transformed human panted, heart racing as he waited for a counterattack.

The torso opened up with a hiss, smoke pouring out of it.

"Look at what you did," a new voice groused, a tiny figure appearing from the smoke. "Do you know how long it takes to break in a biosuit like that?"

"He's really a Grey Matter?" Ben asked in confusion, looking back at Myaxx.

She shrugged. "Who knew?"

"Yeah, I'm a Galvan. So what?" Azmuth grouched as he slid down the suit. "Does that give you the right to destroy my property and invade my privacy?"

"Enough talk!" Tetrax snapped. He shoved a finger in the face of the creator. "Stop the countdown!"

"I say let the Omnitrix self-destruct and take the universe with it!" Azmuth said, blowing off the order, completely unintimidated.

Ben reverted back to human as the female Galvan hopped down off of Myaxx's shoulder and started storming towards Azmuth, fists clenched at her sides.

"Best thing that could happen probably. Start—"

Whatever he was going to say next was lost as the female grabbed his shoulder, whipped him around completely…

…and promptly socked him with enough force to send him to the floor.

"Huh," Myaxx said as the other female literally trembled with rage as she stood over a stunned Azmuth. "Didn't know she had it in her. Way to go—"

"Zennith?"

The name came from Azmuth's lips, not Myaxx's.

Ben's jaw dropped. "Wait. You two _know_ each other?!"

"We used to work together," Zennith confirmed.

For the first time since the encounter began, Azmuth flinched. The male Galvan closed his eyes, hand over where her fist had connected.

"More than that," Ben realized.

Zennith sighed. "…We also dated until he broke a very important promise to me."

Ben stared, stupefied. Out of the corner of his eye, he could see Tetrax and Myaxx giving each other stunned looks.

Hand still on his cheek, Azmuth got back to his feet. "A choice I regret every day."

"Obviously not," she hissed, getting in his face. "You didn't learn _anything_ these past centuries, did you?! I thought that after what happened with the sword that you'd change! Though maybe you did for the worse given that you deliberately created a _weapon!"_

It was now Azmuth's turn to be angry, glaring at her despite the obvious pain in his eyes and shouting, "I didn't create a weapon! All of _you_ did!"

Zennith's anger seemed to have left her, replaced by shock, as Azmuth turned his back on them.

"I created the ultimate device for understanding all the beings of the universe!" He looked back over his shoulder. "You and Vilgax are no different!"

The female Galvan paled considerably, hands over her mouth as if she feared she'd be sick.

"But I guess you're right, Zennith: I _didn't_ learn anything over the centuries. After all, I still believed enough in the peoples of this universe to devise the Omnitrix in the first place. At least I finally learned my lesson."

"That's not what I meant!" she screamed at him.

"But it's still accurate," he snarled.

"You have to shut it off!" she snapped. "If you don't, _everybody_ will die! Even you! Is that what you want?!"

Azmuth leaned into her face. "At least it'd give a better universe a chance to be born."

He walked away from her as she gaped at him.

"What happened to you?" she demanded. "You're not the Azmuth I remember. The Azmuth I knew would _never_ have made a choice like this. He could be reserved and have a bad temper, but he always wanted to make things better for everybody!"

Azmuth closed his eyes. "That part of me died when the tool for peace I slaved over for centuries was warped into a weapon of war. That's when I realized there was no hope for this universe or the people in it. Now if you'll excuse me, I'd like some privacy while I wait for the universe to end."

Zennith choked, and Ben finally found his voice again: "You're wrong."

One of Azmuth's eyes re-opened and slid towards him suspiciously as he turned his head just enough to look at him. "What?"

"I said you're wrong. About there being no hope," Ben said.

The male Galvan said nothing, eye narrowing skeptically.

"Sure I've messed around with the watch, but I've done a lot of good with it, too!" the boy continued. "Sometimes you have to see the good in people, and not just be a selfish jerk!"

Turning a bit more, the Galvan stared, opening his mouth as if to say something, when the lab shook from a violent impact. Ben rushed forward to scoop up both Galvans into his hands as the group all left the lab.

"Oh great," the young human groaned as he saw Vilgax again. "Just what we didn't need."

* * *

><p>Azmuth leaned back in his seat, rubbing his temples as he tried to figure out where to go next. He'd just finished dropping off Myaxx on some random planet she'd told him she wanted to go to when he told her that he wouldn't be building another lab after all. Now, he needed to figure out what he was going to do from here.<p>

"I suppose I could randomize the coordinates again," he muttered as he closed his eyes and rubbed his temples. "See where I ended up."

Maybe he'd get lucky and hit a black hole this time.

"Or you could go home."

The sudden voice made Azmuth shoot straight out of his seat with enough force to send him to the ship's ceiling. Heart pounding, he stuck there for several seconds as he tried to bring that and his breathing back under control.

He then looked down to see his stowaway. "Zennith."

Her lips twitched momentarily in amusement. However, she sobered quickly. "We didn't finish our discussion."

"Being interrupted by Vilgax is a legitimate reason to cease arguing with each other." He dropped back down to the ground and brushed rudely past her, not wanting to look at her.

"True, but it's something we need to finish."

"It doesn't matter. The universe is still around."

"For the moment," she countered. "While you 'make up your mind'."

"Could take some time," Azmuth stated.

"Don't you realize how arrogant that sounds?"

"Zennith, is there a point to this, or are you just going to lecture me about something that's already been resolved?" Azmuth demanded, turning to face her. "The universe is safe! I'd think you'd be happy and never want to see my face again after this mess!"

To his surprise, her features had softened, pitying. "I need to know if you meant what you said before. About there being no hope."

"It doesn't matter," he grumbled, looking away.

"Tell me anyway, and let me be the judge of that."

He gritted his teeth and glared at her. "Okay, fine! Yes! I meant every word I said! I think the universe is a horrible place and it'd be better off starting over! Is that what you want to hear?!" he demanded.

"So why did you stop the countdown?"

"I don't know!" he shouted. "I guess I just saw _something_ that made me doubt what I said for a while!"

"And by 'something' you mean Ben."

He glared at the floor.

She didn't say anything, walking over to his makeshift control console and punching in the coordinates for Galvan Prime. "Let's go home."

"I'll drop you off, but I can't go back there. I don't have a home anymore."

"Your family—"

"Would be wise to forget me. The whole universe would."

"…You never forgave yourself for the sword, did you?" she asked quietly.

"No. And I never will. Especially not after seeing how my apology for it turned out," he said simply. "I gave up on the universe for a reason, Zennith."

"And Ben gave you something to try believing in," she said gently. "Even if you don't go back to Galvan Prime, keep in touch with him. He's going to need guidance, and you're going to need hope as time goes on. Maybe you two could help each other." She gave him a sad smile. "Because after everything that just happened? I know I can't help you."

Azmuth felt his heart shatter. Despite everything that had happened, he still held a torch for her, but this was a very clear dismissal. They could never be what they'd once been to each other ever again no matter how much he wished otherwise.

He let her take the helm as he went to sit down and think things through, too distracted to focus on piloting.

* * *

><p>Aside from calling ahead to someone very important to her, the rest of the trip to Galvan Prime was deathly silent. Zennith wondered if she'd pushed her ex-boyfriend too far. He seemed lost in his own mind, chasing thoughts she couldn't possibly imagine.<p>

It had always been that way to a certain extent, she supposed.

She landed and exited the craft, fully expecting him to follow. Her mate was waiting there, taking her into his arms and kissing her passionately, an action she reciprocated eagerly.

The roar of the engines firing up startled them both, cutting the reunion short. She whirled around just in time to see the ship take off and rocket away from the planet.

"Who was that?" her mate asked her.

"…Just somebody that I used to know," she said sadly, watching his ship disappear, likely never to return.


	4. Rebuilding

Five Ways Zennith Didn't Return  
>By Cybra<p>

**A/N:** The home stretch. And just realizing that these stories are getting sadder as time goes on. Makes sense, I guess, since more time would've passed in their separation.

**Disclaimer:** _Ben 10_ belongs to Cartoon Network.

**IV. Rebuilding**

Following Galvan Prime's destruction by the Highbreed, Azmuth was kept busy with reconstruction. The Galvanic Mechamorphs of Galvan B had opened their doors to their now-homeless neighbors, giving the refugees a place to stay. Though most of the Galvans had escaped, there were still far too many deaths and too many families grieving their losses in Azmuth's opinion.

Of course, some of them chose to express their grief as rage that despite what the Highbreed had done, the wielder of Azmuth's Omnitrix had given them a second chance. Azmuth had had to change his contact number several times due to the number of people screaming at him for allowing Ben to make such a choice.

At the same time, he had to live up to one of his many titles: the Sculptor of Worlds. He had the know-how to rebuild Galvan Prime. Even better, he knew how to squash billions of years of planetary development into one year along with improving upon nature's own work. Galvan Mark II would not suffer the same fate as its predecessor if he had anything to say about it.

Of course, it wasn't easy. Replicating a planet was different than building a new one from scratch. He didn't have as much room to "play" (as Ben would call it) with how things would be set up. He had to keep in mind every detail. One tiny change could upset his world's ecosystem forever.

It led to many long nights with assistants bringing him mugs of liquids containing an exorbitant amount of caffeine or cups of pure glucose to keep him going since he would either pick at or outright ignore plates of food sitting right next to him in favor of focusing on perfecting a calculation or assisting with settling land disputes on how Galvan cities would be laid out. Time had no meaning to him anymore as he kept going, pushing himself past the limits of many of his assistants.

So it wasn't a shock for him to wake up one day in the medical facilities with no memory of how he'd gotten there.

He didn't know how much time he'd wasted with unconsciousness, so he attempted to sit up, limbs trembling with the effort. He hissed wordlessly in irritation as his body resisted obeying his mind's commands. He couldn't just lie around in bed; there was too much to do.

A doctor entered the room, obviously on his rounds, and stared at him in shock for a few seconds before rushing to Azmuth's side to try and force him back down. "First Thinker! We didn't think you'd be awake for another few days!"

"And yet I am. It's a miracle," Azmuth said sourly, not appreciating the way the doctor (whom he was starting to recognize as one of the members on the Galvan ruling council) was trying to block his progress. "I need to get to a computer and send along the rest of the proper soil nutrient ratio."

"We already have it," a familiar female voice told him though he was too distracted to recognize it just yet. "You managed to hand over your notes to the Terraforming Team before you fainted and scared our people half to death. We're in the middle of the atmospheric calculations. Honestly, the assistants you took on should all be fired given how they enabled you to drive yourself to exhaustion."

"Zennith, my love, please show a little respect," the doctor said with a sigh.

The name made Azmuth's eyes widen and he whipped his head around to stare at the female standing in the doorway with her arms crossed and looking quite unimpressed. His mouth went dry as he recognized the voice at last.

_Zennith, my love…Zennith, my love…_The words the doctor had spoken echoed in his head, slicing through the sudden torrent of emotions and leaving a cold, empty feeling not unlike what he'd initially felt when he saw the many different peoples of the universe tearing each other apart over his Omnitrix. The emotional blow gave the doctor enough leverage to coax Azmuth back into a lying down position.

She looked older. Not that he'd expected otherwise, but she'd certainly aged well. Her face was a bit fuller, perhaps, but overall not much had changed. Well, aside from one obvious fact:

Her abdomen was bearing a very distinct curvature.

He averted his gaze, unable to look at the obvious proof that she'd moved on while he'd remained stuck on her. Really, he shouldn't have been surprised.

The doctor cleared his throat awkwardly. "First Thinker, I must insist that you remain in the hospital for another few days. Your body is suffering from—"

"I'm aware of how it's failing me. Thank you," Azmuth snapped. "If I have to stay here, I need at least a data pad to work from. I need to catch up on those atmospheric calculations to make sure they're being processed correctly. Also I need updates on how the central core is coming along."

"You need _rest,_ not lying in bed and working. Waking up this soon is impressive, but your body needs time to fully recover."

"Barrnar, don't bother trying to reason with him on this," Zennith said, walking closer and sitting down in a chair, the action drawing Azmuth's eyes back to her. She produced a data pad from where she'd tucked it under one arm but didn't hand it over just yet. "I'll keep an eye on him so he doesn't overexert himself."

"Are you sure? You're—"

She reached up to touch Barrnar on the cheek. She gave him that sweet smile she used to give Azmuth back in their younger days which forced the First Thinker to turn his head away. "It'll be another month or two before I have to lay my eggs, and I managed just fine keeping track of hyperactive little ones in the past while getting ready for a new spawn. I think I can manage to keep an invalid on bed rest under control."

Barrnar looked unconvinced but leaned over and kissed her. "I'll be back later on my rounds."

"I know."

"Either give me the data pad or leave so I don't have to watch this," Azmuth cut in waspishly, glancing in their direction as he said it.

Barrnar at least had the grace to look embarrassed, Zennith handing over the data pad without any reaction save some very obvious amusement.

The bedridden First Thinker took the data pad gratefully, diving into the world of numbers, elements, and other data to avoid reality.

* * *

><p>She was sitting right next to him, but he might as well have been millions of light-years away.<p>

Watching him work over the past few hours, Zennith noted that nothing had changed on that front. He'd maintained his cool efficiency, choosing to run the necessary calculations in his head and only using the computer to verify the results. She remembered how he used to complain that waiting for the computer to run the calculations took too long but grudgingly admitting that it was always best to do so to double-check that he hadn't missed anything.

Given what he was in charge of building, it didn't surprise her that he re-ran the calculations several times just in case.

Absently, her hand went to her abdomen as she wondered how things might've been different had she stayed right here by his side all those centuries. She honestly couldn't picture her life without Barrnar in it now.

"How many?"

The sudden question startled her, and she looked at Azmuth who was side-eying her as his latest calculation was being verified by the computer. "I'm sorry?"

"How many children?" he clarified.

She straightened up a little. "Fifteen fully-grown. Forty-three grandchildren and counting. Three of my children are expecting new spawns soon. Then of course, there's this one." She patted her swollen stomach with some pride. "Not sure how many tadpoles will result from it."

"It'll probably be your last one, given your age," Azmuth noted absently, looking back to the data pad.

She glared at him and sarcastically ground out between clenched teeth, "I see your charm's improved over the centuries."

He didn't respond to that.

The uncomfortable silence weighed heavily around them as Azmuth made a few adjustments to the atmospheric composition formula. In some ways, it was more uncomfortable than the weight on her front.

A nurse came in brandishing a tray, and Zennith was grateful for the distraction. Even better, the tray held a meal for her in addition to the simple fare that had been prepared for Azmuth. With a murmured expression of thanks, she tucked into her food with gusto, giving her ex a chance to stop and eat his own meal without her having to pester him about it.

He didn't so much as glance at it.

Finishing her food, she tapped his plate closer to him. "You need to eat something."

He offered only a dismissive huff in response.

"The reason you're in here is because you've been forcing your body to run at full speed without properly resting or fueling it," she scolded.

"I'm very familiar with the causes of exhaustion," he snapped. "I'm fine."

She frowned. "I'm half-tempted to ask Barrnar to fire those assistants for you. I can't believe they just stood by as you did this to yourself."

"I'm a fully-grown Galvan. I know my limits."

"Obviously you don't if you ended up here," she said bluntly. "I always said you didn't need an assistant; you need a babysitter."

His fingers clenched on the data pad so hard that she wouldn't have been surprised if he cracked the screen with the pressure. It seemed that his bluntness hadn't been the only thing that had gotten worse over the centuries: his temper had worsened, too.

Still, she knew he'd never lash out with violence. Well, not against her or any other living being at any rate. She had seen him smash a beaker in frustration, after all. Equipment could be replaced; lives couldn't.

He took a harsh breath, obviously trying to quell his anger. It didn't seem to work out that well as he hissed, "Something you have obvious experience with. I'd wondered why you didn't advance your research enough to become a council member yourself."

She jerked in response at that, face flushing with rage. She snapped, "I _was_ on the council. It's where I met Barrnar in the first place. I stepped down before I laid my first spawn. Before you even suggest it, I made that decision myself and I haven't regretted it since. I have a loving mate, a good family, and interesting work to do. I've been _happy_ the past several centuries. With all due respect, _First Thinker_…" She hissed his title as if it were the vilest of phrases. "…I'd say that I did much better than you."

_Crack!_ A corner of the screen spiderwebbed from the pressure Azmuth's thumb was putting on it.

He swore, throwing the data pad to the far end of the bed as he examined the deep gash in his thumb from slicing it on the broken pieces. She instinctively reached for his hand, pausing as he snarled "Don't touch me."

"Give me your hand."

"No. Just get out."

"Azmuth, now isn't a good time to be stubborn. Let me see your hand," she said sternly.

"You've done enough. Leave and don't come back."

He glanced at her with narrowed eyes. For the first time, they made direct eye contact, and she could see pain. Not just from the obvious injury. No, the pain lurking there seemed as though it was caused by her very presence.

She opened her mouth to protest, but a nurse, having been summoned by the spike in Azmuth's vitals, ushered her away.

* * *

><p>She didn't see Azmuth again until he was back on his feet a week later.<p>

Barrnar was getting an update by visiting the lab he was working from, and she'd insisted on coming along. She wasn't sure about what she wanted to say to her ex, but she knew she didn't want the incident in the hospital room to be the last time they ever spoke to one another. Part of her dreaded the upcoming encounter, and she feared she would lose what little she'd eaten for breakfast that morning all over the lab floor.

It had set Barrnar ill at ease.

She squeezed her mate's hand reassuringly, not surprised by his discomfort. After all, she'd told him of her and Azmuth's history not long after the First Thinker had returned to Galvan Prime, feeling the need to be honest about it in case they ever ran into each other. (Though she left out just _what_ Azmuth had been working on that had driven her away.) Still, she'd gotten over Azmuth centuries ago.

But the more she remembered that scene in the hospital room and the pain lurking in his eyes, the more obvious it became that he'd never gotten over her.

Barrnar looked to her with a smile when she did that, squeezing her hand in return.

"**Idiot!"** Azmuth's voice roared, jerking both out of the moment. **"Do you have **_**any**_** idea what you nearly did?!"**

They hurriedly entered the lab to see Azmuth looming over a shrinking lab assistant. No, not assistant. Zennith recognized the unfortunate soul as Furukka, one of the leading minds in the field of orbital dynamics. Really, it had always impressed her the way Azmuth could suddenly seem that much bigger in a rage. He wasn't the tallest of their species, but he could make Galvans much bigger than him cower in utter terror as if he were an omnivoracious when angered.

Judging by the way he was currently at his worst, the sin of this particular Galvan must've been high indeed.

"One _micron,"_ he snarled. "That's all it takes to change the climate of a planet! Your 'adjustments' would've rendered global temperatures inhospitable for new spawns and tadpoles!"

"I'm s-sorry, First Thinker! I was just trying to simplify the calculation so that—"

"That _is_ the simplified calculation, you imbecile!" the First Thinker raged. "What you did was rewrite a key section so that it fit better with your own research regardless of the consequences!"

"I was trying to help!"

Azmuth grabbed the scientist by the collar, dragged him past a stunned Zennith and Barrnar, and shoved him out the door. He then viciously stabbed the control to shut it as Furukka attempted to get back to his feet.

Turning around to face the rest of his team who were all but hiding behind lab tables, Azmuth glared and snarled, "Anyone _else_ want to make unnecessary and _incorrect _modifications behind my back?!"

Zennith approached the incensed First Thinker and touched his shoulder even as the gathered scientists cowered. His head whipped around to face her—probably realizing for the first time she was even there—as she said, "Thank you."

His eyes flicked down to her belly before he huffed and looked away. "We're not on the verge of extinction, but we can't afford to lose any more of our future."

Barrnar cleared his throat as he stepped closer. "Aside from that…incident…just now, are we on schedule?"

"Ahead of schedule," Azmuth stated. "Even though I'm going to have to go back and fix what that idiot did which will put me behind where I wanted to be. Galvan Mark II can begin colonization in two weeks."

"Two weeks?" Barrnar marveled. "Reports suggested that it'd take—"

"We have a grand total of five thousand eight hundred and ninety-two females who need to lay eggs within the next month. Building enough tanks to accommodate that many eggs and potential tadpoles will take too long," Azmuth stated flatly as the other scientists slunk back to work. "I've had my team working double shifts to finish the planet to a stage where it will be habitable by the time the first of those females is ready though the timing will be close. The planet won't necessarily be _comfortable_ but livable. The first inhabitants will have to rough it at the start."

"Your team's working double shifts," Zennith began, "and you?"

He waved off her obvious concern. "I've been getting enough rest. This is a priority."

Somehow she doubted it, but she couldn't argue his logic. Tanks had to not just be built but specifically calibrated for egg-laying with the appropriate balance of nutrients and acidity. Even then, there was typically a lower tadpole survival rate though the exact reasons as to why still eluded them. As dangerous as laying eggs in the swamp could be, something about it promoted a higher yield of tadpoles that they had yet to perfectly replicate in a laboratory environment.

Azmuth was right: The Galvans had survived despite the Highbreed's attempt to exterminate them, but right now they couldn't afford to lose more tadpoles than absolutely necessary.

"I'll pass this on to the rest of the council," Barrnar promised. "Please allow me, First Thinker, to thank you for—"

"Thank me when it's done," Azmuth said crossly. He then waved them out. "Now let me get back to work."

Barrnar flushed pink with embarrassment but mumbled his gratitude before leading his mate out.

Zennith covered her mouth with her hand, trying to stifle the giggles.

"Has he _always_ been like that?" her mate asked once he was sure they were out of earshot.

He ended up having to support her as her knees went weak from her laughing.

* * *

><p>Azmuth wasn't surprised that the first of the females who needed to lay eggs had been Zennith. Really, whoever her physician was—obviously not her mate judging by how Barrnar had nearly started panicking when it became obvious that she was in desperate need of relief—should have his credentials revoked. That first day he'd seen her she'd looked ready to "pop" as humans would say.<p>

Fortunately, she had somewhere to go just in time.

Medical staff were on hand as she swam into the newly-finished swamp to spawn, her mate right behind her.

One of the technicians was going over the readouts from the various sensors they'd put into place to track planetary development. "Acidity well within optimal levels. The nutrient mix has leveled out. Water temperature couldn't be more perfect. I think we got it, First Thinker."

He nodded absently, watching Zennith and Barrnar disappear.

'_That should've been me,'_ part of him whispered mournfully. _'Those eggs should be mine, too.'_

He gave his head a slight shake to dismiss the thought, too weary to try and disguise the gesture. The technician looked at him in alarm, but he waved off the concern and said, "That was for something else."

Wishing for what might've been was pointless. At least he could give her one last gift: the best possible future for her and her children.

"According to the sensors we've set up," a nurse said, excitement increasing with each word, "the preliminary data on all eggs is _perfect!_ It matches all data previously collected on spawns laid and hatched in the swamps. You would've never guessed that this planet wasn't formed naturally!"

At that moment, Zennith and Barrnar reappeared, swimming together with him helping her along. He kissed her, a gesture she eagerly returned in spite of her obvious fatigue. All the while, the group of assembled medical staff and scientists cheered loudly.

Azmuth averted his gaze before slipping away from the crowd's jubilation. This was their moment, not his. Let them enjoy it.

At least he still had work to do. Occupying his mind with something other than fantasies that would never come true would help significantly. He needed to let her go. Perhaps now he could at least start that process.

He walked through the trees that had been planted only a week before despite their ancient appearance. Everything was as it should be. Soon Galvan cities would begin construction to turn this swampy wilderness into a civilized land. Of course, there were changes from the original Galvan Prime. More planning was being put into spreading the populous all over rather than the massive urban clusters that had dominated the old planet's landscape.

One thing, however, wouldn't change between both planets: He was alone, just as he'd always been. The trade-off for such a powerful intellect, he supposed. Everything came with a price; this was his.

He sat down on a rock as his legs trembled from exhaustion. He felt his body give up the fight as he tilted his head back to look at a cluster of stars above him. How ironic that the specific star his eyes landed on was a sun with a little blue and green planet orbiting around it that he'd become increasingly familiar with over the past six years.

He thought he heard someone call his name as the universe went dark.

* * *

><p>He remembered vague images of other Galvans clustering around him. There'd been slurred reassurances as if they'd been recorded on inferior devices before being played back to him. Then there'd been a long period of darkness with only brief moments of sensation: a sliver of light from when his eyes tried to open, a noise from some unidentifiable source, a gentle touch that soothed him when ghosts and nightmares invaded the blackness.<p>

Finally, he opened his eyes and saw more than just black and green.

Azmuth looked dumbly about, trying to figure out what was going on. His arm hurt from an old-fashioned IV biting into it to deliver vital nutrients to his badly-abused body.

"First Thinker, if this is going to be a habit with you, I'm going to recommend counseling for self-destructive behavior."

He turned his head to look at Barrnar who stood by his side, the doctor shooing away a nurse. Judging by the rumple of his clothing and elevated breathing patterns, the doctor had been running recently, probably to reach his bedside when he'd started waking up.

"It's not healthy," Barrnar continued. "Your body completely shut down. We even had to restart your heart."

"I'm going to have to reject your recommendation," Azmuth muttered, blatantly ignoring the last part.

A frustrated sigh. "I had a feeling you were going to say that."

The two males were silent as Barrnar looked over the readings.

"We're on Galvan Mark II?" Azmuth asked, mind finally registering that things were much brighter than on Galvan B.

"Zennith's idea to transfer you here once the hospital was finished. You've been unconscious for almost a month, part of it due to us having to sedate you. You started raving to a point where you nearly severely injured yourself when you were only partially conscious," Barrnar explained. "You even managed to break one of my best orderlies' jaw with a lucky kick."

"What did I say?"

"I'm sorry?"

"What did I say?" Azmuth repeated a bit more insistently.

"It was nonsense. Random equations, names, and places."

It probably had had some type of meaning. It was just no one knew how to interpret what he'd been going on about and likely no one had thought to write it down.

Zennith had always tried to understand…

He closed his eyes, took a deep breath, and turned his head away as he released that breath as a sigh.

He heard the doctor tapping his fingers against his data pad. "My mate invited you to dinner once you're well enough. I told her it might be a while given the damage you inflicted on yourself by starving yourself and robbing yourself of proper rest. I'm going to be keeping you on clear liquids until I'm sure your system can handle something more substantial, so you have time to decide."

Azmuth took another slow breath, not answering right away. The usage of "my mate" had been a subtle display of dominance, a reminder that he was not a part of Zennith's life. At the same time, it was an expression of fear. Their kind looked for intelligence in a mate. As the smartest being in five galaxies, Azmuth fit the ideal quite readily.

It was tempting to accept Zennith's willingness to reach out to him despite everything. His heart _ached_ with the need to say "yes".

"No," he said at last. "I don't think I will be joining you both."

He had to do what she'd done: He had to cut her out of his life or he'd be tempted to try and rekindle what they'd once been, effectively destroying what happiness she'd found for herself. He couldn't do that to her.

"Are you sure?" The question was said with concern.

"I'm sure. Tell your mate I appreciate the offer."

'_I surrender. She's your mate, not mine.'_

Barrnar sounded relieved even as he said, "Sorry to hear that. I'll let her know."

Azmuth didn't respond, waiting for the doctor to leave. Yet the other Galvan's presence remained at his side.

"I meant what I said about counseling, sir," Barrnar said more gently. "Think about it at least."

Again, Azmuth didn't respond. However, he did open his eyes to stare out the window to see a tower sprouting up from the ground: his future lab and home, a reminder that he had to keep moving forward and pick up the pieces of his own life as Zennith continued hers without his interference.

He sighed, closing his eyes again as he let himself drift back to sleep. Maybe when he opened them again, he could take those first steps.


	5. Thievery

Five Ways Zennith Didn't Return  
>By Cybra<p>

**A/N:** And I saved the saddest for last.

**Disclaimer:** _Ben 10_ belongs to Cartoon Network.

**V. Thievery**

The string of thefts had been a complete mystery. The components that were being taken from Galvan labs didn't seem to make any sense. In the chaos following Malware's attempt at absorbing Galvan Mark II, nobody had taken much note that certain pieces of technology had disappeared. There'd been plenty of destruction to clean up, so it'd been thought that what was missing had simply been destroyed. It wasn't until the recent lab thefts were connected that anyone had realized that someone might've taken those components instead.

"_I believe I know what our friend is after,"_ Azmuth had said. _"Or, rather, what they're thinking to build."_

The old Galvan had gone on to build the next piece of the puzzle as a decoy.

Now here was Ben, standing around and waiting for someone to try and steal it.

For once, it wasn't the waiting around that was bugging him. There was something off about what Azmuth had said at the beginning of this stakeout...

"_She's clever and will use every alternate exit available. I've devised a map of most-likely escape routes."_

The statements teased at Ben's brain, but he couldn't understand what was so unusual about them. It'd been simple enough to—

His mouth opened in an "O" shape as something occurred to him.

"Ben, what are you doing?" Rook asked as Ben started scrolling through the Omnitrix's options.

"I have a hunch I'm following up on. Keep our post covered, okay?"

"You think we have missed something?"

"Maybe." Ben hit the Omnitrix, transforming into Grey Matter. He looked up at Rook and saluted, "I'll see you soon enough."

Rook looked torn between wanting to tell him to stay or not. On the one hand, Ben was leaving his post. On the other hand, they both knew that Ben's hunches were typically good ones in situations like these.

For once, Ben hoped he was wrong.

"Be careful."

"I will. Don't worry."

Ben ran down the hall and around a corner before taking a moment to order "Omnitrix, engage Life-Form Lock. Code: Tennyson Benjamin."

There was a _beep_ as the lock was engaged.

Satisfied, Ben resumed hurrying along. He just hoped he got there in time.

* * *

><p>"There he is," Max murmured as he watched the thief enter through one of the possible entrances Azmuth had pointed out.<p>

"Should we move in now?" one of his team asked.

"No. Wait until they have the device in their hands," Max said. "We need proof that this isn't just some random burglar."

The thief—a Galvan not surprisingly—bypassed plenty of Azmuth's technology, any piece of which would make the all-Tadenite car that Rook and Kevin had joint ownership of look like a cheaply-cut diamond. It was clear they had a very clear target as they went for the device that Azmuth had built to act as bait. They'd known exactly what they were looking for.

"Wait for it," Max ordered.

The Galvan looked over the device before pausing as they opened it up to verify that it was a working model. Then they abandoned the part and raced away.

"Move in!" the magister ordered, internally swearing.

The prey had caught wind of the trap.

* * *

><p>The sudden commotion inside the tower told Azmuth that the thief had arrived. He himself was in the main room of his personal quarters, seated on the couch with his lower arms on his knees, a half-empty glass in his hands.<p>

Drinking alcohol was frowned on by his people, but he'd needed something to fortify himself for the confrontation to come. Assuming, of course, the thief followed the instructions he'd left behind in the device.

If it really _was_ the person he thought they were…

He raised the glass with a shaky hand to his lips only to lower it again. He'd had yet to take a single sip due to the churning emotions making him nauseous.

Well, he'd find out soon enough if he was right or not.

For once, he hoped he wasn't.

* * *

><p>The Plumbers swarmed throughout the tower, hunting for their prey. However, each potential exit route reported that no one had passed them by.<p>

Max was about ready to tear his hair out.

On the one hand, nothing had been stolen. Whatever the thief was trying to build was still missing at least one component. They'd have to try again at some point.

On the other hand, it was unlikely that they'd think to try and steal from Azmuth again.

Max reviewed the video, trying to find some clue of where the thief might've gone or, at the very least, their identity. Without warning, the feed went black. "What happened?!"

"I don't know. The recording equipment stopped around the time that the intruder approached the device," one of the Galvan techs said. "We're trying to find another way to get the footage."

The old Plumber gaped, unable to believe it.

Galvan technology could fail. No doubt about that. However, basic Galvan security systems usually had layers upon layers of redundancies to avoid just such a thing happening. And to fail _exactly_ when the decoy had been reached…?

Max's eyes widened. No. No, the old Galvan wouldn't…!

…Or would he?

"Where's Azmuth right now?" the magister demanded.

"Last known location was his personal quarters," another technician said.

"Who's closest?"

"Ben Tennyson."

Max ran a hand down his face. His grandson was _supposed_ to be on this floor of the tower. What was going on?

Perhaps Azmuth had asked his device's wielder to assist with some other trap, using the Plumbers as a way to shepherd the thief to a specific point?

As dangerous as that sounded, Max hoped it was that.

"Should I contact him?"

"No. Just keep trying to find that missing footage. Get a tech out to the decoy to look over it as well. Something there spooked our thief. I want to know what."

* * *

><p>Azmuth heard the lift doors slide open, the invader re-locking them behind them. He listened to their footsteps walk farther into his personal quarters but didn't look up at them, focusing instead on his still untouched glass.<p>

"'Come at once. Entry code: 120911'," his visitor said, reciting the message he'd inscribed in code on the inside of the decoy. "You knew."

"I suspected," he said, still staring into the glass he'd been holding for quite some time now. "Particularly once I realized what you were building." He closed his eyes. "Zennith."

The thief walked over to him. Opening one eye into a slit, he watched her remove the mask she'd been wearing for the heist. She pointed a laser pistol at him, but he didn't care.

She'd aged well all things considered. Aside from a few new wrinkles and that steely look in her eye, she looked almost exactly as he remembered her. She was still the beautiful and intelligent Galvan who'd caught his eye and had cared for him in return, embracing both his virtues and his multitude of flaws.

She pulled up a chair and sat down across from him.

"I'm not armed," he told her as she continued pointing her weapon at him. "I just wanted to talk."

"You're the First Thinker. Everyone knows you always have some piece of technology on hand."

He released one hand from his glass and extended it to one side, further exposing his chest to her pistol. "Search me then."

She studied him for a moment before lowering her weapon slightly. Well, at least she couldn't shoot him on a moment's notice. "By the way, bravo for manipulating the Plumbers to herd me here."

He shrugged.

"Why did you do that?"

"I needed to see you again. If it was you," he responded, gripping his glass with both hands again. "I'd hoped it wasn't."

Her pretty green eyes softened at that, pity creeping into them. Perhaps some of the old tenderness, too, but he wasn't sure if that was his imagination or not. "Sorry to disappoint."

Azmuth set his undrunk glass down on the low table between them, looking at her. "You were right all those centuries ago. The sword was a _mistake._ Why would you want to _repeat_ it?"

"The only mistake was making it too large for a Galvan to wield easily. The other races out there shouldn't have been given the opportunity to manipulate that kind of power," she told him. "I'm going to fix that flaw."

"No, it was an overall mistake. I should've never created it. What I did was a crime against the peoples of this entire universe."

A crime he'd gotten away with for over a thousand years.

"No, you were right to learn how to control the fundamental forces," she told him. "Because I realized over the past thousand years that that kind of power could be used to make a much _better_ universe. I spent centuries gathering components to recreate your research, but I lost them all when the Highbreed destroyed Galvan Prime."

He looked at her hopelessly. No. No, she _couldn't_ be thinking of that! "Zennith…"

"There's so much _wrong_ with this universe," she continued. "Imagine what it could be like if we changed things to fix even just a _handful_ of its problems."

He could. He really could imagine that. He _had_ imagined that numerous times in his self-imposed exile on Xenon. In his less lucid moments—whether due to not taking care of himself properly or self-induced via substances such as the glass of alcohol he'd had yet to drink from—he'd even thought of recreating just enough of the sword's capabilities to accomplish it. Fortunately on those particular days, his hands shook too much to perform such a task.

Then, of course, when the Omnitrix had been ready to self-destruct and take the rest of the universe with it, he'd nearly allowed it to happen. Had even justified his decision with that same logic.

"'We'?" he repeated, realizing that she was including him in this delusion.

"Yes," she said. "You know everything about how to control the fundamental forces. We could build that new universe together. Even fix some of your own mistakes. You could save the Incurseans who'd been on their homeworld when it was destroyed. You wouldn't have to live with that guilt weighing you down any longer."

"What makes you think it is?" he asked.

She looked at the glass resting on the table. "Why else would you keep something like this on hand?"

He lowered his head slightly. "…To keep me from following through on doing what you're talking about."

She leaned forward and cupped his chin in her hand. "It can _work,_ Azmuth. Everything would be so much better. Just think about it."

"I have. More often than I'd like to. I even almost allowed this universe to be destroyed. I was wrong then, and you're wrong now." He leaned back, out of her grip. "I'm sorry, Zennith. I won't be helping you with this."

She sighed. "Then I suppose you'll be calling the Plumbers now."

"No."

Zennith looked at him in surprise before offering him a smile. She leaned across the table to kiss him on the cheek just like she used to do. "Thank you."

He closed his eyes and bowed his head as she left through the large window. He picked up his glass, re-opening his eyes to stare at the amber contents. "…You can come out now, Ben."

The Omnitrix's wielder, currently in Galvan form, solemnly exited the closet he'd ducked into. "How did you know I was here?"

"I always know where the Omnitrix and you are," he told the boy. "Besides, I heard the door open once before when I went to fetch myself this." He raised the drink slightly before gulping it down, grimacing at the burn yet welcoming the pain as a distraction from how his heart ached. He set the empty glass down, feeling dizzy from the alcohol originally brewed for much larger beings. "It could've been her, but the Omnitrix is your key to get in so it was equally plausible that it was you. I couldn't be sure if it was you or her until she showed up."

Ben was quiet for a moment before walking over to sit beside the old Galvan. "Why did you let her go?"

"I had to."

"Why?"

"Because…" He bowed his head in shame, his voice bleak. "…I still love her. I never stopped."

Long before she'd become a thief, she'd stolen a part of him he'd never been able to recover. His people looked for intellect in an ideal mate, meaning Azmuth himself was propositioned more times than he wanted to admit. However, he could never bring himself to even consider replacing Zennith. If there was such a thing as soul mates, he was sure that she was his, and no other lover would ever be able to fill the void she'd left behind when she'd walked away all those centuries ago.

"I did this to her," he said.

"No, you didn't," Ben told him.

"Yes, I did," Azmuth said firmly. He propped his elbows up onto his knees and laced his fingers together, resting his forehead on his hands. "I'd hoped I at least hadn't made too much of a mess of her life, but I could never bring myself to look. I didn't want to tempt myself with trying to win her back, especially if she already had a mate and family."

His eyes opened, blinking, as he felt arms wrap around him and pull him close. He could feel Ben's Galvan heartbeat even through their clothes as Ben held him tightly against his chest.

"…What're you doing?"

"I think if anybody ever needed a hug, it's you right now," Ben told him as if that explained everything. "Yeah, you screwed up all those years ago, but what she did while you two were apart, she did to herself. You're not responsible.

"When I remade the universe, I wanted to improve it, too," the human-turned-Galvan admitted. "When I had Ascalon and Diagon's power combined, I seriously thought about doing it. I chose not to both times. Just like you do every time the thought crosses your mind for I don't even know how many years. I don't think I could ever face that day in and day out and not try once. You're stronger than I am that way."

Azmuth blamed the alcohol for the way he choked at that. He didn't feel strong. Not by a long shot.

"You're always having to stand up by yourself. You always try to be the one that's steady and in-control. But you don't have to. You let me lean on you. Let me be someone you can lean on, too."

That was all the invitation Azmuth needed to go boneless in Ben's arms, putting his full weight against the younger being as he quivered from guilt and sorrow, unable to bring down his walls enough to allow himself to cry even with the assistance of the liquor.

Time meant nothing as he just stayed there in Ben's arms, allowing the universe to flow around him just as he had on Xenon. Only he didn't feel the emptiness of Xenon there in the youth's grip. It felt familiar and comforting. It took him a moment to figure out why: Ben might not know even a tenth of what Azmuth did, but he was still trying to reach through that wall between the Galvan and the rest of the universe like Zennith once had.

At some point, the Omnitrix and his personal communicator beeped as someone attempted to call them both. Before Azmuth could even think about pulling himself together enough to answer, Ben tapped the Omnitrix symbol on his back to stop the call before taking Azmuth's communicator and doing the same to it. The old Galvan knew he should scold Ben for such an irresponsible action given that it was possibly an emergency that required them both, but at the moment he didn't have the energy to care.

He didn't know when he finally fell asleep, lulled by the combination of the alcohol and the comforting beat of Ben's heart.

* * *

><p>Ben waited until he was absolutely sure Azmuth was dead to the universe before he laid back against the couch, pulling the older Galvan down with him. It'd been a long and exhausting night, and he really could use some shut-eye as well.<p>

Belatedly, he remembered he had something he needed to do. He sighed, not looking forward to it.

Since he was lying on the Omnitrix, he used Azmuth's communicator to call his grandfather.

The holographic image of his grandpa appeared above the communicator. Naturally, Max was positively _livid._ "I've been trying to call you two for the past—What are you _doing?"_

Realizing the compromising position they were in, Ben decided that honesty was the best policy in this case….with a _little_ fudging, of course. "Sorry, Grandpa, I know you put me and Rook at that post to cover that exit, but I realized there was another way out nobody had thought of. I met up with Azmuth at the elevator that goes to his quarters; he'd had the same idea. Since Rook had our spot covered with all those other Plumbers, we decided to wait around and see if the thief wouldn't try using Azmuth's living space to escape."

The old man frowned but didn't interrupt.

Taking that as a sign of encouragement (and glad that Azmuth wasn't so much as stirring yet…probably due to the alcohol being way too strong for a being his size), Ben continued, "She did, and—"

"'She'?"

"Yeah. Turns out the thief was a female Galvan who had history with Azmuth. She shook him up real badly and managed to get away. Sorry, Grandpa, but…she really got under his skin, knew exactly how to get by his defenses and hurt him the most. I had to make sure he was okay."

Max's expression softened. "When you say 'history', do you mean that they were—"

"I don't think I should be the one to say what it was," Ben cut in. "That's way too personal. If anybody's going to share it, it should be Azmuth."

Max frowned as Ben set his jaw. He wasn't going to give in on this point. Azmuth had told him, Gwen, and Kevin in confidence a little of his past history with Zennith. Ben wasn't about to break that trust.

Azmuth stirred in his sleep, giving a wordless whimper as some phantom haunted his dreams. Ben suspected he knew just who that particular phantom was. Without thinking, he started rubbing the space between Azmuth's tense shoulder blades.

It made him wish he hadn't respected Azmuth's release of Zennith. He mutely swore if he ever caught up to her, he wouldn't let her go free again.

"Do we at least have a name?"

"Zennith," Ben hissed. "That's Z-E-N-N-I-T-H."

"I'll let the other Plumbers know," Max said.

"Thanks, Grandpa. Also, I'm gonna put in some of my leave time to stay on Galvan Mark II for a while. I know it's short notice, but I want to make sure Azmuth's gonna be okay."

Max eyed their positions somewhat suspiciously again but nodded. "All right. I'll also make sure your school assignments get put on hold. Sending them to you when you're in Galvan form is cheating."

"Darn. Okay." Ben smiled a little. "See you later."

"Bye, kiddo." The connection ended.

With the conversation done, Ben focused his efforts on settling down the troubled sleep of Azmuth so he, too, could get some rest. True, sleeping on a Galvan couch on top of the Omnitrix wasn't exactly how he'd wanted to spend the night, but hopefully he wouldn't be too stiff when he woke up.

Once Azmuth calmed back down into a deep sleep, Ben copied the Omnitrix's creator in closing his eyes and drifting off. They could deal with this again tomorrow.


End file.
